Business Services Fast Track

BUSINESS SERVICES FAST TRACK

This Business Services Fast Track Agreement ("Agreement") is entered into as of by and between Service Provider: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including expedited project intake, prioritization, and delivery (the "Services"); and

WHEREAS, Client desires to retain Service Provider on an accelerated schedule subject to the terms and conditions of this Agreement, and Service Provider agrees to provide such expedited Services in accordance with the scope and payment terms set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Payment shall be made in accordance with the schedule below.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of % per month on the unpaid balance or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. For convenience, either party may terminate upon days' prior written notice, subject to payment for Services performed through the effective date of termination and any non‑cancelable commitments.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in any form that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, pricing, technical data, and customer information. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Obligations: The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than a reasonable standard of care.

Return/Destruction: Upon termination or upon written request, the Receiving Party shall return or destroy Confidential Information and certify in writing the completion of such return or destruction, except to the extent retention is required by law or reasonable backup procedures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to preexisting intellectual property and tools used to perform the Services. Upon full payment of all fees due under this Agreement, Service Provider assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement, provided that Service Provider shall retain a royalty-free, nonexclusive license to use general skills, know-how and techniques developed in the course of performing the Services.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligence, willful misconduct, or breach of this Agreement, provided the indemnified party gives prompt written notice and reasonable cooperation in the defense.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for direct damages under this Agreement shall exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of courts located in that jurisdiction for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices shall be sent to the addresses provided by the parties. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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